<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ X ]
Filed by a party other than the Registrant [ ]
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
LATITUDE COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
LATITUDE COMMUNICATIONS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 1, 2000
The Annual Meeting of Stockholders (the "ANNUAL MEETING") of Latitude
Communications, Inc., a Delaware corporation ("LATITUDE" or "COMPANY"), will be
held at the principal executive offices of the Company, located at 2121 Tasman
Drive, Santa Clara, CA on Thursday, June 1, 2000, at 9:00 a.m., local time, for
the following purposes:
1. To elect directors to serve until the next Annual Meeting or until
their respective successors are elected and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent auditors of Latitude for the fiscal year ending December
31, 2000; and
3. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors,
are more fully described in the Proxy Statement which is attached and made a
part of this Notice.
The Board of Directors has fixed the close of business on April 12, 2000
as the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
/S/ RICK MCCONNELL
---------------------------------------------
Rick M. McConnell
Chief Financial Officer and Vice President,
Finance and Administration
Santa Clara, California
May 1, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE>
LATITUDE COMMUNICATIONS, INC.
2121 TASMAN DRIVE
SANTA CLARA, CA 95054
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "BOARD") of Latitude Communications, Inc., a
Delaware corporation ("LATITUDE" or "COMPANY") of proxies in the enclosed form
for use in voting at the Annual Meeting of Stockholders (the "ANNUAL MEETING")
to be held at Latitude's principal executive offices, located at 2121 Tasman
Drive, Santa Clara, California 95054 on Thursday, June 1, 2000, at 9:00 a.m.,
local time, and any adjournment or postponement thereof.
This Proxy Statement, the enclosed proxy card and Latitude's Annual
Report to Stockholders for the fiscal year ended December 31, 1999, including
financial statements, were first mailed to stockholders entitled to vote at the
meeting on or about May 1, 2000.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company
(Attention: Rick M. McConnell, Chief Financial Officer and Vice President,
Finance and Administration ) a written notice of revocation or a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
RECORD DATE; VOTING SECURITIES
The close of business on April 12, 2000 has been fixed as the record date
(the "RECORD DATE") for determining the holders of shares of Common Stock of
Latitude entitled to notice of and to vote at the Annual Meeting. At the close
of business on the Record Date, Latitude had approximately 18,996,464 shares of
Common Stock outstanding.
VOTING AND SOLICITATION
Each outstanding share of Common Stock on the Record Date is entitled to
one vote on all matters. Shares of Common Stock may not be voted cumulatively.
Votes cast by proxy or in person at the Annual Meeting will be tabulated
by the Inspector of Elections (the "INSPECTOR") with the assistance of
Latitude's transfer agent. The Inspector will also determine whether or not a
quorum is present. The nominees for election as directors at the Annual Meeting
will be elected by a plurality of the votes of the shares of Common Stock
present in person or represented by proxy at the meeting. All other matters
submitted to the stockholders will require the affirmative vote of a majority of
shares PRESENT IN PERSON OR REPRESENTED BY PROXY at a duly held meeting at which
a quorum is present, as required under Delaware law for approval of proposals
presented to stockholders. In general, Delaware law also provides that a quorum
consists of a majority of the shares ENTITLED TO VOTE and present in person or
represented by proxy. The Inspector will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum and as NEGATIVE VOTES for purposes of determining the approval of any
matter submitted to the stockholders for a vote.
Any proxy which is returned using the form of proxy enclosed and which is
not marked as to a particular item will be voted FOR the election of directors,
FOR ratification of the appointment of the designated independent auditors, and
as the proxy holders deem advisable on other matters that may come before the
meeting, as the case may be with respect to the item not marked. If a broker
indicates on the enclosed proxy or its substitute that it does not have
discretionary authority as to certain shares to vote on a particular matter
("BROKER NON-VOTES"), those shares will not be considered as present with
respect to that matter. Latitude believes that the tabulation procedures to be
followed by the Inspector are consistent with the general requirements of
Delaware law concerning voting of shares and determination of a quorum.
<PAGE>
The solicitation of proxies will be conducted by mail and Latitude will
bear all attendant costs. These costs will include the expense of preparing and
mailing proxy solicitation materials for the Annual Meeting and reimbursements
paid to brokerage firms and others for their expenses incurred in forwarding
solicitation materials regarding the Annual Meeting to beneficial owners of
Latitude's Common Stock. We may conduct further solicitation personally,
telephonically or by facsimile through our officers, directors and employees,
none of whom will receive additional compensation for assisting with the
solicitation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
At the Annual Meeting, the stockholders will elect five (5) directors to
serve until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. In the event any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the proxies
may be voted for the balance of those nominees named and for any substitute
nominee designated by the present Board or the proxy holders to fill such
vacancy, or for the balance of the nominees named without nomination of a
substitute, or the size of the Board may be reduced in accordance with
Latitude's Bylaws. The Board has no reason to believe that any of the persons
named below will be unable or unwilling to serve as a nominee or as a director
if elected.
Director Thomas Bredt has indicated he will resign from the Board of
Directors effective as of the Annual Meeting.
Assuming a quorum is present, the five (5) nominees receiving the highest
number of affirmative votes of shares entitled to be voted for them will be
elected as directors of the Company for the ensuing year. Unless marked
otherwise, proxies received will be voted FOR the election of each of the five
(5) nominees named below. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received by
them in such a manner as will ensure the election of as many of the nominees
listed below as possible, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders.
The names of the nominees, their ages as of March 31, 2000 and certain
other information about them are set forth below:
NAME OF NOMINEE AGE DIRECTOR SINCE
- --------------------------- ---- -----------------
Emil C.W. Wang............ 48 April 1993
Robert J. Finocchio, Jr... 48 August 1995
Klaus-Dieter Laidig....... 57 November 1999
F. Gibson Myers, Jr....... 58 June 1997
James L. Patterson........ 62 July 1993
There are no family relationships among any of the directors or executive
officers of the Company.
Mr. Wang, the Company's founder, has served as President and Chief
Executive Officer and as a Director since the Company's inception in April 1993.
Before founding the Company, Mr. Wang served in various management positions
with Aspect Telecommunications Corporation, a provider of call center systems.
Prior to Aspect, Mr. Wang was employed with ROLM Corporation, a manufacturer of
PBX systems, and was a consultant with Bain & Co., a management consulting firm.
Mr. Wang holds a B.S. degree in civil engineering from Princeton University and
an M.S. degree in structural engineering from Stanford University and an M.B.A.
degree from the Stanford Graduate School of Business.
Mr. Finocchio has served as a director of the Company since August 1995.
Since July 1999, Mr. Finocchio has served as Chairman of the Board of Directors
of Informix Corporation, a provider of information management software. From
July 1997 to July 1999 in addition to serving as Chairman, Mr. Finocchio also
served as President and Chief Executive Officer of Informix. From December 1988
until May 1997, Mr. Finocchio was employed with 3Com Corporation, a global data
networking company, where he held various positions, most recently serving as
President, 3Com Systems. Before his employment with 3Com, Mr. Finocchio held
various executive positions in
2
<PAGE>
sales and service with Rolm, a telecommunications and networking company, most
recently as Vice President of Rolm Systems Marketing. Mr. Finocchio is a Regent
of Santa Clara University. Mr. Finocchio is also a director of Echelon
Corporation, a supplier of control networks products and services, and Turnstone
Systems, Inc., a telecommunications equipment supplier. Mr. Finocchio holds a
B.S. degree in economics from Santa Clara University and an M.B.A. degree from
the Harvard Business School.
Mr. Laidig joined the Company's Board of Directors in November 1999.
Since December 1997 he has served as Managing Partner of Laidig Business
Consulting GmbH, a consulting firm which works with high tech companies. From
April 1967 to June 1998 Mr. Laidig served in various positions for
Hewlett-Packard GmbH, the German subsidiary of Hewlett Packard Company, a global
provider of computing and imaging solutions and services including from 1985 to
1998 as General Manager. Mr. Laidig also serves as a director of Agile Software
Corporation, a product content management software company, and SAP AG,
international developer and supplier of integrated business application
software. Mr. Laidig holds an M.B.A. degree from the University of Applied
Sciences in Pforzheim, Germany.
Mr. Myers has served as a director of Latitude since June 1997. Since
1970, Mr. Myers has been a general partner or managing director of various
entities associated with Mayfield Fund, a venture capital firm. Mr. Myers also
serves as a director of Spectralink Corporation, a provider of on-premises
wireless telephone systems. Mr. Myers holds a B.A. degree in engineering from
Dartmouth College and an M.B.A. degree from Stanford University.
Mr. Patterson has been a director of Latitude since July 1993. Mr.
Patterson has been an independent consultant since June 1987. Mr. Patterson also
serves as a director of Agile Software. Mr. Patterson holds a B.S.E.E. degree in
electrical engineering from the University of Colorado.
Our Bylaws currently provide for a Board of Directors consisting of six
members. Commencing at the 2001 annual meeting of stockholders, the Board of
Directors will be divided into three classes, each serving staggered three-year
terms: Class I, whose term will expire at the 2001 annual meeting of
stockholders; Class II, whose term will expire at the 2002 annual meeting of;
and Class III, whose term will expire at the 2003 annual meeting of
stockholders. As a result, only one class of directors will be elected at each
annual meeting of stockholders of Latitude, with the other classes continuing
for the remainder of their respective terms. Mr. Myers has been designated as a
Class I director; Messrs. Patterson and Finocchio have been designated as Class
II directors; and Messrs. Laidig and Wang have been designated as Class III
directors.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the period from January 1, 1999 through December 31, 1999 (the
"LAST FISCAL YEAR"), the Board met six times and, except for Mr. Laidig who
joined the Board in November 1999, no director attended fewer than 75% of the
aggregate number of meetings of the Board and meetings of the committees of the
Board on which he serves. The Board has an Audit Committee and a Compensation
Committee. The Board does not have a nominating committee or a committee
performing the functions of a nominating committee.
To nominate a person for election to the Latitude Board, a stockholder
must provide timely written notice of the nomination to the secretary of the
Company at the principal executive offices of the Company at the address set
forth above. In order to be timely, such notice must be received by the Company
on or before the date that is not less than 60 days nor more than 90 days prior
to the meeting; provided however, if less than 60 days notice or prior public
announcement is given or made to stockholders, notice of a nomination for a
director must be received no later than the close of business on the 10th day
following the day on which notice of the date of the meeting was mailed or such
public disclosure made. The written notice of a nomination must include the
specific information listed in the Company's Bylaws.
Nominations that are intended to be included in the Company's proxy
statement for the 2001 Annual Meeting must be submitted no later than January 1,
2001. See "Deadline for Receipt of Stockholder Proposals for 2001 Annual
Meeting."
The Audit Committee consists of directors Bredt, Finocchio and Patterson,
three of the Company's non-employee directors, and held three meetings during
the last fiscal year. The Audit Committee recommends the engagement of the firm
of certified public accountants to audit the financial statements of the Company
and monitors
3
<PAGE>
the effectiveness of the audit effort, the Company's financial and accounting
organization and its system of internal accounting controls.
The Compensation Committee consists of directors Myers and Patterson and
held one meeting during the last fiscal year. Its functions are to establish and
administer the Company's policies regarding annual executive salaries and cash
incentives and long-term equity incentives. The Compensation Committee
administers the Company's 1993 Stock Plan, 1999 Stock Plan, 1999 Directors'
Stock Option Plan and 1999 Employee Stock Purchase Plan.
COMPENSATION OF DIRECTORS
Directors currently receive no cash fees for services provided in that
capacity but are reimbursed for out-of-pocket expenses incurred in connection
with attendance at meetings of the Board. The Company's 1999 Directors' Stock
Option Plan (the "DIRECTORS' Plan") provides that each person who becomes a
nonemployee director of the Company will be granted a nonstatutory stock option
to purchase 20,000 shares of Common Stock on the date on which the optionee
first becomes a nonemployee director of the Company. Thereafter, on the date of
each annual meeting of the Company's stockholders at which such director is
elected, each such nonemployee director shall be granted an additional option to
purchase 5,000 shares of Common Stock if, on such date, he or she shall have
served on the Company's Board of Directors for at least six months. Each of the
nominees for director will have served for more than six months at the time of
the Annual Meeting, and so will receive options to purchase 5,000 shares of the
Company's Common Stock under the Directors' Plan if they are reelected to the
Board at the Annual Meeting.
RECOMMENDATION OF THE BOARD:
THE BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES NAMED ABOVE.
4
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP has served as the Company's independent
auditors since 1993 and has been appointed by the Board to continue as the
Company's independent auditors for the fiscal year ending December 31, 2000. In
the event that ratification of this selection of auditors is not approved by a
majority of the shares of Common Stock voting at the Annual Meeting in person or
by proxy, the Board will reconsider its selection of auditors.
A representative of PricewaterhouseCoopers LLP is expected to be present
at the Annual Meeting. This representative will have an opportunity to make a
statement and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD:
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000
5
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information that has been provided to the
Company with respect to beneficial ownership of shares of Latitude's Common
Stock as of March 31, 2000 for (i) each person who is known by the Company to
own beneficially more than five percent of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each of the executive officers
named in the Summary Compensation Table of this proxy statement (the "NAMED
EXECUTIVE OFFICERS"), and (iv) all directors and executive officers of Latitude
as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT
NATURE OF OF
BENEFICIAL COMMON
NAME AND ADDRESS OWNERSHIP(1) STOCK(1)(2)
------------------------------------------------------------------------------------ ------------ ----------
<S> <C> <C>
Entities affiliated with Mayfield Fund (3)......................................... 4,047,727 21.3 %
2800 Sand Hill Road
Menlo Park, CA 94025
Emil C.W. Wang (4)................................................................. 1,104,234 5.8
F.Gibson Myers..................................................................... 4,095,948 21.6
Thomas H. Bredt.................................................................... 139,631 *
Robert J. Finocchio, Jr. (6)....................................................... 99,531 *
Klaus-Dieter Laidig................................................................ 0 *
James L. Patterson (7)............................................................. 203,050 1.1
Janet A. Gregory (8)............................................................... 222,559 1.2
Rick M. McConnell (9).............................................................. 59,142 *
Edward D. Tracy (10)............................................................... 295,930 1.6
Glenn A. Eaton..................................................................... 35,024 *
Roberta H. Gray.................................................................... 27,589 *
Christopher D. Harvey (11)......................................................... 60,590 *
All directors and executive officers as a group
(12 persons).................................................................... 6,261,471 32.5 %
------------ ----------
- ---------------------
* Less than 1%.
</TABLE>
(1) The persons named in this table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws where applicable and except as
indicated in the other footnotes to this table.
(2) In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of Common Stock subject to
options or warrants held by that person that are currently exercisable or
exercisable within 60 days after March 31, 2000 are deemed outstanding.
Such shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
(3) Includes 3,807,870 shares held by Mayfield VII and 239,857 shares held by
Mayfield Associates Fund II. Beneficial ownership calculation is based
solely on a review of Schedule 13G filings made with the Securities and
Exchange Commission. Such filings set forth beneficial ownership as of
December 31, 1999.
(4) Includes 975,950 shares held by Emil C.W. Wang, 10,800 shares held by Mr.
Wang as Custodian Under UGMA for Kevin E. Wang, 10,800 shares held by Mr.
Wang as Custodian Under UGMA for Brian F. Wang and 10,800 shares held by
Mr. Wang as Custodian under UGMA for Katherine E. Wang. Also includes
95,884 shares issuable upon exercise of options exercisable within 60
days of March 31, 2000.
(5) Includes 3,807,870 shares held by Mayfield VII and 239,857 shares held by
Mayfield Associates Fund II. Because Mr. Myers is a general partner of
Mayfield Fund, the general partner of each of Mayfield VII and Mayfield
Associates Fund II, he may be deemed to be a beneficial owner of the
shares held by Mayfield VII and Mayfield Associates Fund II. Mr. Myers
disclaims beneficial ownership of such shares except to the
6
<PAGE>
extent of his pecuniary interest in such shares arising from his interest
in Mayfield VII and Mayfield Associates Fund II. Also includes 40,988
shares held in various family trusts and 7,233 shares owned directly.
(6) Includes 2,031 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2000.
(7) Includes 155,250 shares held by the Patterson Family Trust and 30,300
shares held by Mr. Patterson. Also, includes 17,500 shares issuable upon
exercise of options exercisable within 60 days of March 31, 2000.
(8) Includes 39,009 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2000 and 300 shares held by Ms. Gregory's
spouse.
(9) Includes 58,232 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2000.
(10) Includes 34,634 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2000.
(11) Includes 59,833 shares issuable upon exercise of options exercisable
within 60 days of March 31, 2000.
7
<PAGE>
MANAGEMENT
EXECUTIVE OFFICERS
Our executive officers and their ages as of March 31, 2000 are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------------- ----- -----------------------------------------------------------------------
<S> <C>
Emil C.W. Wang................. 48 President, Chief Executive Officer and Director
Janet A. Gregory............... 47 Vice President, North American Sales
Rick M. McConnell.............. 34 Chief Financial Officer and Vice President, Finance and Administration
Stephen S. Pao................. 32 Vice President, Product Management
R. Dixon Speas, Jr. ........... 53 Vice President, Worldwide Sales and Support
Robert D. Tate................. 41 Vice President, Marketing
Edward D. Tracy................ 40 Vice President, Product Development
</TABLE>
Mr. Wang, the Company's founder, has served as President and Chief
Executive Officer and as a Director since the Company's inception in April 1993.
Before founding the Company, Mr. Wang served in various management positions
with Aspect Telecommunications Corporation, a provider of call center systems.
Prior to Aspect, Mr. Wang was employed with ROLM Corporation, a manufacturer of
PBX systems, and was a consultant with Bain & Co., a management consulting firm.
Mr. Wang holds a B.S. degree in civil engineering from Princeton University and
an M.S. degree in structural engineering from Stanford University and an M.B.A.
degree from Stanford Graduate School of Business.
Ms. Gregory has served as the Company's Vice President, North American
Sales since March 1994. From July 1988 to January 1994, Ms. Gregory served in
various management positions with Octel Communications Corporation, a provider
of voice messaging systems, including Director of Marketing for Voice
Information Services, Director of Sales for Voice Information Services and
General Manager for Customer Premises Equipment Sales. Before Octel, Ms. Gregory
held various sales management positions with ROLM from 1980 to 1988. Ms. Gregory
holds a B.A. degree in English from Guilford College.
Mr. McConnell has served as the Company's Chief Financial Officer and
Vice President, Finance and Administration since December 1998. From January
1994 to November 1998, Mr. McConnell was Chief Financial Officer and Vice
President, Finance and Administration of Storm Technology, Inc., a maker of
personal scanners, and served as Director of Finance and Administration of Storm
from June 1992 until January 1994. From July 1987 to June 1990, Mr. McConnell
was employed as a financial engineer by The First Boston Corporation,
predecessor to Credit Suisse First Boston, a financial services firm. Mr.
McConnell holds a B.A. degree in quantitative economics from Stanford University
and an M.B.A. degree from the Stanford Graduate School of Business.
Mr. Pao has served as the Company's Vice President, Product Management
since July 1999. From April 1997 to July 1999, Mr. Pao was a Director of Product
Marketing for the Company and from November 1994 to April 1997 Mr. Pao was a
Product Manager for the Company. Before joining the Company, Mr. Pao was a
Product Manager at Visioneer, Inc., a desktop scanning hardware and software
maker, from September 1993 to October 1994 and Product Manager at Oracle
Corporation, a supplier of information management software, from August 1990 to
November 1993. Mr. Pao holds a B.S. degree in electrical sciences and
engineering and an M.S. degree in electrical engineering and computer science
from the Massachusetts Institute of Technology.
Mr. Speas has served as the Company's Vice President, Worldwide Sales and
Support since September 1999. From March 1989 to August 1999, Mr. Speas served
in various management positions with Aspect Telecommunications Corporation, most
recently Vice President, Asia Pacific and Latin America. Mr. Speas holds a B.S.
degree in Industrial Engineering and an M.S. degree in Operations Research from
Stanford University and an M.B.A. degree from the Stanford Graduate School of
Business.
Mr. Tate has served as the Company's Vice President, Marketing since
October 1999. From May 1999 to October 1999, Mr. Tate was Vice President,
Marketing for Full Circle Software, an Internet based technical support company.
Before Full Circle, Mr. Tate served in various marketing positions at Vantive, a
customer relationship
8
<PAGE>
management software provider, including Vice President, Field Marketing from
January 1998 to May 1999, Vice President, Marketing from May 1995 to December
1997 and Director, Field Marketing from August 1994 to April 1995. Mr. Tate
holds a B.S. degree in business from University of Southern California and an
M.B.A. degree from Duke University.
Mr. Tracy has served as the Company's Vice President, Product Development
since March 1998 and previously served as our Vice President, Product Operations
from December 1996 to March 1998 and Director of Engineering from May 1993 to
December 1996. From January 1986 to May 1993, Mr. Tracy served in various
management positions with Aspect, including Director of Engineering from May
1991 to May 1993. Before Aspect, Mr. Tracy worked with DAVID Systems, Inc., a
telecommunications company, as a designer of voice/data switching PBX systems.
Mr. Tracy holds an Sc.B. degree in engineering from Brown University and an
M.S.E.E. degree in electrical engineering from Stanford University.
There are no family relationships among our executive officers. Storm
filed for Chapter 7 bankruptcy protection in November 1998 when Mr. McConnell
was Storm's Chief Financial Officer and Vice President, Finance and
Administration.
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows the compensation earned by (a) the individual
who served as the Company's Chief Executive Officer during the fiscal year ended
December 31, 1999, (b) the four other most highly compensated individuals who
served as an executive officer of the Company during the fiscal year ended
December 31, 1999, (c) two individuals who were no longer serving as executive
officers of the Company as of December 31, 1999; and (d) the compensation
received by each such individual for the Company's fiscal year ended December
31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------- --------------
SECURITIES
FISCAL UNDERLYING ALL OTHER
YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION($)
------ ---------- ---------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Emil C.W. Wang.................................. 1999 $160,829 $30,592 40,337 $1,264(1)
President and Chief Executive Officer 1998 152,696 17,348 151,200 1,242(1)
Janet A. Gregory................................ 1999 101,663 104,943(2) 35,337 --
Vice President, North American Sales 1998 98,754 92,061 53,700 156(3)
Rick M. McConnell............................... 1999 146,250 45,819 445 1,097(1)
Chief Financial Officer and Vice President, 1998 7,157 -- 195,000 --
Finance and Administration
Edward D. Tracy................................. 1999 141,667 20,137 45,337 108(3)
Vice President, Product Development 1998 118,529 26,090 46,200 192(3)
Glenn A. Eaton (4).............................. 1999 116,058 51,602(5) 5,337 1,000(1)
Vice President, International 1998 125,108 8,674 46,200 199(3)
Roberta H. Gray (4).............................. 1999 141,437 29,819 889 --
Vice President, Marketing 1998 25,000 -- 240,000 --
Christopher D. Harvey............................ 1999 132,000 20,137 4,002 330(3)
Vice President, Customer Support 1998 98,492 9,833 150,000 --
- --------------
</TABLE>
(1) Consists of life insurance premiums paid by the Company and reimbursement
for tax preparation.
(2) Includes $94,488 in sales commissions.
(3) Consists of life insurance premiums paid by the Company.
(4) Mr. Eaton and Ms. Gray resigned from their employment with Latitude in
October 1999 and November 1999 respectively.
(5) Includes $37,920 in sales commissions.
The Board has adopted a bonus program pursuant to which executive
officers of the Company will receive performance bonuses in 2000 based on
Latitude's achievement of quarterly revenue targets and other Company metrics
set by the Board.
10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides certain information with respect to stock
options granted to the Named Executive Officers in the last fiscal year. In
addition, as required by Securities and Exchange Commission rules, the table
sets forth the hypothetical gains that would exist for the options based on
assumed rates of annual compound stock price appreciation during the option
term.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES
NUMBER OF TOTAL OPTIONS OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OR OPTION TERM(2)
OPTIONS FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED(1)(#) YEAR (%)(3) ($/SH) DATE 5% ($) 10% ($)
- -------------------------- -------------- --------------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Emil C.W. Wang........... 20,337 2.55% $ 4.33 1/08/09 $ 55,437 $ 140,523
20,000 2.51 24.06 12/01/09 302,938 767,887
Janet A Gregory.......... 20,337 2.55 4.33 1/08/09 55,437 140,523
15,000 1.88 24.06 12/01/09 227,204 575,915
Rick M. McConnell........ 445 0.06 4.33 1/08/09 1,213 3,075
Edward D. Tracy.......... 20,337 2.55 4.33 1/08/09 55,437 140,523
25,000 3.14 24.06 12/01/09 378,673 959,859
Glenn A. Eaton........... 5,337 0.67 4.33 1/08/09 14,548 36,877
Roberta H. Gray.......... 889 0.11 4.33 1/08/09 2,423 6,143
Christopher D. Harvey.... 4,002 0.50 4.33 1/08/09 10,909 27,653
- -------------------
</TABLE>
(1) No stock appreciation rights were granted to the Named Executive Officers
in the last fiscal year. Options vest at the rate of 1/4 of the total
number of securities subject to the option at the end of one year after
date of grant and 1/48 of the total number of securities subject to the
option each month thereafter, subject to continued employment or
provision of services to Latitude.
(2) The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by the Securities and Exchange Commission.
There is no assurance provided to any executive officer or any other
holder of the Company's securities that the actual stock price
appreciation over the 10-year option term will be at the assumed 5% and
10% levels or at any other defined level. Unless the market price of the
Common Stock appreciates over the option term, no value will be realized
from the option grants made to the executive officers.
(3) Latitude granted stock options representing 796,452 shares to employees
and consultants in the last fiscal year.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during the fiscal year ended
December 31, 1999. In addition, the table sets forth the number of shares
covered by stock options as of the fiscal year ended December 31, 1999, and the
value of "in-the-money" stock options, which represents the positive spread
between the exercise price of a stock option and the market price of the shares
subject to such option at the end of the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED
SHARES OPTIONS AT
ACQUIRED FISCAL YEAR VALUE OF UNEXERCISED
ON VALUE END (#) IN-THE-MONEY OPTIONS AT
EXERCISE REALIZED EXERCISABLE/ FISCAL YEAR END ($)
NAME (#) ($) UNEXERCISABLE(1) EXERCISABLE/UNEXERCISABLE(2)
- ------------------------------------- ---------- --------- --------------- -------------------------
<S> <C> <C> <C> <C>
Emil C.W. Wang...................... -- -- 73,200/119,837 $1,839,600/$2,482,315
Janet A. Gregory.................... -- -- 26,481/64,056 665,785/1,196,130
Rick M. McDowell.................... 15,000 $312,750(3) 37,811/142,634 859,255/3,240,942
Edward D. Tracy..................... -- -- 22,887/70,150 575,486/1,118,617
Glenn A. Eaton...................... 20,889 491,539(4) --/-- --/--
Roberta H. Gray..................... 41,851 889,081(5) 18,148/0 412,413/0
Christopher D. Harvey............... 10,000 226,980(6) 52,500/91,502 1,275,313/2,212,732
- -------------------
</TABLE>
(1) No stock appreciation rights (SARs) were outstanding during the last
fiscal year.
(2) Based on the $26.13 per share closing price of the Company's Common Stock
on The Nasdaq Stock Market on December 31, 1999, less the exercise price
of the options.
(3) Value realized is calculated based on the closing price of the Company's
Common Stock as reported on the Nasdaq Stock Market on the date of
exercise ($24.25) minus the exercise price of the option ($3.40) and does
not necessarily indicate that the optionee sold such stock.
(4) Value realized is calculated based on the closing price of the Company's
Common Stock as reported on the Nasdaq Stock Market on the date of
exercise ($24.50) minus exercise price of each option exercised (weighted
average exercise price of $0.98) and does not necessarily indicate that
the optionee sold such stock.
(5) Value realized is calculated based on the closing price of the Company's
Common Stock as reported on the Nasdaq Stock Market on the date of
exercise of such option (weighted average exercise price of $24.64) minus
exercise price of each option exercise ($3.40) and does not necessarily
indicate that the optionee sold such stock.
(6) Value realized is calculated based on the closing price of the Company's
Common Stock as reported on the Nasdaq Stock Market on the date of
exercise of such option ($24.53) minus exercise price of each option
exercise ($1.83) and does not necessarily indicate that the optionee sold
such stock.
12
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934
THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE
OR IN PART, THE FOLLOWING REPORT AND THE STOCK PERFORMANCE GRAPH WHICH FOLLOWS
SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is a report of the Compensation Committee of the Board of
Directors (the "COMMITTEE") describing the compensation policies applicable to
Latitude's executive officers during the fiscal year ended December 31, 1999.
The Committee is responsible for establishing and monitoring the general
compensation policies and compensation plans of the Company, as well as the
specific compensation levels for executive officers. It also makes
recommendations to the Board of Directors concerning the granting of options to
executive officers under Latitude's 1999 Stock Plan. Executive officers who are
also directors have not participated in deliberations or decisions involving
their own compensation.
GENERAL COMPENSATION POLICY
Under the supervision of the Board of Directors, the Company's
compensation policy is designed to attract and retain qualified key executives
critical to the Company's growth and long-term success. Latitude's compensation
policy is generally aimed rewarding executives for achieving corporate and
individual objectives and aligning the interests of executives with the
interests of the Company. It is the objective of the Board of Directors to have
a portion of each executive's compensation contingent upon the Company's
performance as well as upon the individual's personal performance. Accordingly,
each executive officer's compensation package is comprised of three elements:
(i) base salary which reflects individual performance and expertise, (ii)
variable bonus awards payable in cash and tied to the achievement of certain
performance goals that the Board of Directors establishes from time to time for
the Company and (iii) long-term stock-based incentive awards which are designed
to strengthen the mutuality of interests between the executive officers and the
Company's stockholders. In addition, officers of the Company with sales
responsibility are eligible to receive commissions based on sales bookings.
The summary below describes in more detail the factors which the Board of
Directors considers in establishing each of the three primary components of the
compensation package provided to the executive officers.
BASE SALARY
The level of base salary is established primarily on the basis of the
individual's qualifications and relevant experience, the strategic goals for
which he or she has responsibility, the compensation levels at companies which
compete with the Company for business and executive talent, and the incentives
necessary to attract and retain qualified management. Base salary is adjusted
each year to take into account the individual's performance and to maintain a
competitive salary structure. Company performance does not play a significant
role in the determination of base salary.
CASH-BASED INCENTIVE COMPENSATION
Latitude has adopted a bonus program for its executive officers which is
intended to provide a direct link between executive compensation and the
achievement of corporate objectives. Each executive officer is eligible for a
bonus based on achievement by the Company of quarterly revenue targets plus
customer service and employee satisfaction metrics set by the Board. In
addition, cash bonuses are awarded on a discretionary basis to executive
officers on the basis of their success in achieving designated individual goals.
LONG-TERM INCENTIVE COMPENSATION
The Company has utilized its stock option plans to provide executives and
other key employees with incentives to maximize long-term stockholder values.
Awards under this plan by the Board of Directors take the form of stock options
designed to give the recipient a significant equity stake in the Company and
thereby closely align his or her interests with those of the Company's
stockholders. Factors considered in making such awards include the
13
<PAGE>
individual's position in the Company, his or her performance and
responsibilities, and industry practices and norms. Long-term incentives granted
in prior years and existing level of stockownership are also taken into
consideration.
Each option grant allows the executive officer to acquire shares of
Common Stock at a fixed price per share (the fair market value on the date of
grant) over a specified period of time (up to 10 years). The options typically
vest in periodic installments over a four-year period, contingent upon the
executive officer's continued employment with the Company. Accordingly, the
option will provide a return to the executive officer only if he or she remains
in the Company's service, and then only if the market price of the Common Stock
appreciates over the option term.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Wang has served as the Company's President and Chief Executive
Officer since April 1993. His base salary for fiscal 1999 was $160,829. Mr. Wang
was paid a bonus of $30,592 in fiscal 1999 based on the Company's achievement of
quarterly revenue targets and in recognition of his individual performance in
leading the Company in its transition to a public company. Mr. Wang was also
granted stock options to purchase an aggregate of 40,337 shares in fiscal 1999.
The factors discussed above in "Base Salaries," "Cash-Based Incentive
Compensation," and "Long-Term Incentive Compensation" were also applied in
establishing the amount of Mr. Wang's salary and stock option grant.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which
section disallows a deduction for any publicly held corporation for individual
compensation exceeding $1 million in any taxable year for the CEO and four other
most highly compensated executive officers, respectively, unless such
compensation meets the requirements for the "performance-based" exception to
Section 162(m). As the cash compensation paid by the Company to each of its
executive officers is expected to be below $1 million and the Committee believes
that options granted under the Company's 1999 Stock Plan to such officers will
meet the requirements for qualifying as performance-based, the Committee
believes that Section 162(m) will not affect the tax deductions available to the
Company with respect to the compensation of its executive officers. It is the
Committee's policy to qualify, to the extent reasonable, its executive officers'
compensation for deductibility under applicable tax law. However, the Company
may from time to time pay compensation to its executive officers that may not be
deductible.
Compensation Committee:
F. Gibson Myers
James L. Patterson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors currently consists
of Mr. Myers and Mr. Patterson. No member of the Compensation Committee or
executive officer of the Company has a relationship that would constitute an
interlocking relationship with executive officers or directors of another
entity.
14
<PAGE>
TRANSACTIONS WITH MANAGEMENT
The Company has entered into separate indemnification agreements with
each of our directors and officers. These agreements require the Company to,
among other things, indemnify such director or officer against expenses
including attorney's fees, judgments, fines and settlements paid by such
individual in connection with any action, suit or proceeding arising out of such
individual's status or service as a director or officer of the Company. The
Company is not required to indemnify officers and directors from liabilities
arising from willful misconduct or conduct that is knowingly fraudulent or
deliberately dishonest. In addition, the indemnification agreements require the
Company to advance expenses incurred by such individual in connection with any
proceeding against such individual with respect to which such individual may be
entitled to indemnification by the Company. We believe that our Certificate of
Incorporation and Bylaw provisions and indemnification agreements are necessary
to attract and retain qualified persons as directors and officers. We also
maintain directors' and officers' liability insurance.
The Company has entered into a co-marketing agreement with Spectralink
Corporation pursuant to which Spectralink has agreed to market Latitude's
products. F. Gibson Myers, one of Latitude's directors, is also a director of
Spectralink. This agreement is not expected to represent a material strategic
relationship.
In April 1999, the Company granted a stock option to purchase 5,000
shares of Common Stock of the Company to the Entrepreneurs Foundation, a
nonprofit organization of which Mr. Myers is chairman, in connection with
consulting services provided by the Entrepreneurs Foundation. In addition, the
Entrepreneurs Foundation purchased 250 shares of the Company's Common Stock as
part of the directed share program.
15
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return data
for the Company's stock since May 7, 1999 (the date on which the Company's stock
was first registered under Section 12 of the Securities Exchange Act of 1934, as
amended) to the cumulative return over such period of (i) the Nasdaq Composite
Index and (ii) the Nasdaq Telecommunications Index. The graph assumes that $100
was invested on May 7, 1999, the date on which the Company completed the initial
public offering of its Common Stock, in the Common Stock of the Company and in
each of the comparative indices. The graph further assumes that such amount was
initially invested in the Common Stock of the Company at a per share price of
$12.00, the price to which such stock was first offered to the public by the
Company on the date of its initial public offering, and reinvestment of any
dividends. The stock price performance on the following graph is not necessarily
indicative of future stock price performance.
COMPARISON OF SEVEN MONTH CUMULATIVE TOTAL RETURN *
AMONG LATITUDE, NASDAQ COMPOSITE INDEX
AND NASDAQ TELECOMMUNICATIONS INDEX
[GRAPH]
* Assumes $100 invested on May 7, 1999 in stock or index, including
reinvestment of dividends. Fiscal year ending December 31, 1999.
<TABLE>
05/07/99 06/30/99 09/30/99 12/31/99
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Latitude Communications, Inc........................................ $ 100 $108.33 $243.23 $217.71
Nasdaq Composite Index.............................................. $ 100 $107.29 $109.69 $162.54
Nasdaq Telecommunications Index..................................... $ 100 $98.27 $ 93.72 $152.31
</TABLE>
16
<PAGE>
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of stockholders intended to be included in the Company's proxy
statement for the 2001 Annual Meeting of Stockholders must be received by Rick
M. McConnell, Chief Financial Officer and Vice President, Finance and
Administration, Latitude Communications, Inc., 2121 Tasman Drive, Santa Clara,
California 95054, no later than January 1, 2001. For proposals, other than for
nomination of a person for election to the Board, to be brought before an annual
meeting by a stockholder timely notice must be given to the secretary of the
Company and such business must be a proper matter for stockholder action under
Delaware General Corporation Law. To be timely, a stockholder's notice must be
delivered to the secretary at the principal executive offices of the Corporation
not less than 20 days nor more than 90 days prior to the first anniversary of
the preceding year's annual meeting of stockholders; provided, however, that in
the event that the date of the annual meeting is more than 30 days prior to or
more than 60 days after such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 20th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such written notice must
include the specific information listed in the Company's Bylaws. In addition, if
the Company is not notified of a stockholder proposal by the date that is the
anniversary date of this year's proxy mailing minus 45 days, then the proxies
held by management of the Company provide discretionary authority to vote
against such stockholder proposal, even though such proposal is not discussed in
the Proxy Statement.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than 10% of the Company's Common
Stock (collectively, "REPORTING PERSONS") to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and changes in
ownership of the Company's Common Stock. Reporting Persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's knowledge, based solely on its review of the copies of
such reports received or written representations from certain Reporting Persons
that no other reports were required, the Company believes that during its fiscal
year ended December 31, 1999, all Reporting Persons complied with all applicable
filing requirements except that Mr. Pao failed to report certain shares of
Common Stock of the Company held by him on his Form 3 upon becoming an officer
of the Company. Mr. Pao subsequently corrected such filing in a Form 5 filing.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
to the Annual Meeting. If any other business is properly brought before the
Annual Meeting, proxies in the enclosed form will be voted in respect thereof as
the proxy holders deem advisable.
It is important that the proxies be returned promptly and that your
shares be represented. Stockholders are urged to mark, date, execute and
promptly return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/S/ RICK MCCONNELL
------------------------------------------
Rick M. McConnell
Chief Financial Officer and Vice President,
Finance and Administration
May 1, 2000,
Santa Clara, California
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF LATITUDE COMMUNICATIONS, INC. FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 1, 2000
The undersigned stockholder of Latitude Communications, Inc., a
Delaware corporation, (the "COMPANY") hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and Proxy Statement, each dated May 1, 2000,
and hereby appoints Emil C.W. Wang and Rick M. McConnell or either of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
Annual Meeting of Stockholders of Latitude Communications, Inc. to be held on
Thursday, June 1, 2000 at 9:00 a.m., local time, at the principal executive
offices of the Company, located at 2121 Tasman Drive, Santa Clara, CA and at any
adjournment or postponement thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth below:
1. ELECTION OF DIRECTORS:
___ FOR all nominees listed below (except as indicated).
___ WITHHOLD authority to vote for all nominees listed below.
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW:
Emil C.W. Wang
Robert J. Finocchio, Jr.
Klaus-Dieter Laidig
F. Gibson Myers, Jr.
James L. Patterson
2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
____FOR ____AGAINST ____ABSTAIN
and, in their discretion, upon such other matter or matters that may properly
come before the meeting and any postponement(s) or adjournment(s) thereof.
PLEASE SIGN ON REVERSE SIDE AND RETURN IMMEDIATELY
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS; (2) FOR
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000; AND AS
SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING.
__________________________________ Date:__________________________
Signature
__________________________________ Date:__________________________
Signature
(This Proxy should be marked, dated, signed by the stockholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
